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Joint Firm Intention Announcement by Sustent and Mahube, Proposed Delisting, Withdrawal of Cautionary Announcement
Mahube Infrastructure Limited Sustent Holdings (RF) Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06) (Registration number: 2024/726313/07)
ISIN: ZAE000290763 (the "Offeror" or "Sustent")
JSE code: MHB
(the "Company" or "Mahube")
JOINT ANNOUNCEMENT REGARDING A FIRM INTENTION BY SUSTENT TO ACQUIRE A MAXIMUM OF 18,545,454 ORDINARY
SHARES OF MAHUBE, THE PROPOSED DELISTING AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT ("FIRM INTENTION
ANNOUNCEMENT")
1. INTRODUCTION
1.1. Reference is made to the cautionary announcements released on SENS on 26 August 2025,
9 October 2025 and 20 November 2025.
1.2. Mahube shareholders ("Shareholders") are advised that the Company has entered into a
written scheme implementation agreement ("Implementation Agreement") with the Offeror,
in terms of which Implementation Agreement, inter alia, the Offeror has expressed its firm
intention to make an offer ("Offer") to acquire a maximum of 18,545,454 ordinary shares in
the issued share capital of the Company ("Scheme Shares") held by Shareholders, save for
the Shares held by the SLIEP (such term being defined in paragraph 3.1 below) and/or
Shareholders prevented from participating in the Offer, in accordance with applicable laws,
for a cash consideration of R5.50 per Scheme Share ("Scheme Consideration"), on the
further terms and conditions set out in this Firm Intention Announcement ("Proposed
Transaction").
1.3. The Proposed Transaction contemplates -
1.3.1. a cash offer by the Offeror to acquire the Scheme Shares for the Scheme Consideration,
by way of a scheme of arrangement in accordance with section 114(1) of the Companies
Act, No 71 of 2008 ("Companies Act"), to be proposed to Shareholders by the board of
directors of Mahube, and to which the Offeror shall be a party (the "Scheme"); and
1.3.2. the subsequent delisting of Mahube Shares from the exchange operated by the JSE
Limited (the "JSE") in terms of paragraph 1.17(b) of the JSE Listings Requirements (the
"Delisting").
1.4. In terms of the Scheme, the Scheme Participants shall be all the registered holders of Scheme
Shares, as reflected in the securities register of Mahube on the record date for participation in
the Scheme (which record date shall be specified in the Scheme Circular) ("Eligible
Shareholders"). Eligible Shareholders will be entitled to elect -
1.4.1. that all or some of their Scheme Shares are acquired by the Offeror for the Scheme
Consideration ("Exit Election"); or
1.4.2. to retain all or some of their Scheme Shares ("Continuation Election"),
with the default position being that if an Eligible Shareholder does not make a valid election/s
in respect of any of its Shares, it will be deemed to have elected the Exit Election and such
Shareholder's Shares will be acquired by the Offeror for the Scheme Consideration in terms of
the Scheme.
1.5. The further terms and conditions of the Proposed Transaction and the Scheme are set out in
paragraph 4 of this Firm Intention Announcement.
1.6. The board of directors of the Company (the "Board") has constituted an independent board
of directors (the "Independent Board") comprising Ms M May, Ms M Shikwinya and Ms S
Tuku, being those non-executive directors of Mahube whom the Company has indicated are
"independent" directors (as contemplated in regulation 108 of the Takeover Regulations
contained in Chapter 5 of the Companies Regulations, 2011 (the "Takeover Regulations")).
1.7. The purpose of this Firm Intention Announcement is to, inter alia, advise Shareholders of the
terms and conditions of the Proposed Transaction.
2. RATIONALE FOR THE PROPOSED TRANSACTION
2.1. Mahube listed on the Main Board of the JSE in 2015 as a special purpose acquisition company
with a strategy of investing in "viable assets" within the infrastructure and renewable energy
sectors, with stable, long-term inflation linked returns for investors ("the Listing").
2.2. The purpose of the Listing was, inter alia, to provide the Company with a platform to raise equity
funding to pursue growth and investment opportunities, to provide the Company with the ability
to use its listed ordinary shares to fund future acquisitions and to enhance the liquidity and
tradability of the ordinary shares of the Company.
2.3. Mahube's ability to meet these objectives has been hampered by the lack of investment appetite
for small, illiquid counters. In addition, Mahube's Shares currently trade at a 41.46% discount to
their underlying net asset value as at 31 August 2025, which results in any capital raise at market
value being highly dilutive to existing Mahube Shareholders.
2.4. At this stage, the Mahube Board believes that Mahube's continued listing on the JSE is not
optimal to achieve the intended purpose as set out in 2.2 above and that the Company would
be better placed to access equity funding for acquisitive growth at a lower cost of capital in an
different environment while eliminating the costs associated with a JSE listing, which outweigh
the benefits thereof in the current environment.
2.5. The Mahube Board has therefore resolved to propose the Scheme to provide disinterested
Mahube Shareholders the opportunity to decide on the merits of the Proposed Transaction while
allowing those Shareholders wishing to retain their Mahube Shares in an unlisted environment
the opportunity to do so, should the Scheme become operative.
2.6. Insofar as the Offeror is concerned, the Proposed Transaction presents a good investment
opportunity for participation in an established portfolio of assets that exhibit the commercial,
financial and operational characteristics that align closely with those of the Offeror and its
stakeholder's investment profile and portfolio companies at present.
3. INFORMATION ABOUT THE OFFEROR
3.1. Mergence Renewable Energy Debt Fund II Trust, managed by Mergence Investment
Managers Proprietary Limited ("Mergence") and Specialised Listed Infrastructure Equity En
Commandite Partnership ("SLIEP"), represented by SLIEP GP Proprietary Limited ("SLIEP
GP"), in its capacity as the General Partner in SLIEP and managed by Creation Capital
Services Proprietary Limited, being a Shareholder in the Company, has incorporated a new
special purpose vehicle, being Sustent Holdings (RF) Proprietary Limited, (with registration
number 2024/726313/07) (the "Offeror"), through which the Proposed Transaction will be
implemented.
3.2. SLIEP GP is the General Partner of SLIEP holding 19,247,699 ordinary shares in Mahube
representing 34.9% of the company's issued ordinary share capital. The investment manager
is Creation, a licensed authorised financial services provider and a Level 2 B-BBEE company.
Founded in 2017, Creation's overarching investment strategy is broad-based lending and
investing with maximum flexibility in the allocation of capital to investments generating above-
benchmark returns. Creation aims to be a leader in sustainable investing, driving positive
change that transcends financial metrics and enhances societal well-being.
3.3. Mergence is a black-owned and managed independent asset management firm and one of a
few such managers in South Africa with a fully-fledged public and private markets offering.
With approximately ZAR30 billion in assets under management and over 20 years of track
record, Mergence invests with a shared-value mindset, seeking to deliver both financial
returns and positive societal impact. The firm places particular emphasis on South African
infrastructure, aiming to help ensure that its clients can retire in a country with sound and
sustainable economic foundations. Responsible investing and environmental, social, and
governance (ESG) principles are embedded throughout the investment process.
4. TERMS AND CONDITIONS OF THE SCHEME
4.1. Scheme Participants
4.1.1. The Scheme constitutes an "affected transaction" as defined in section 117(1)(c)(iii) of the
Companies Act and, as such, the Scheme is regulated by the Companies Act and the
Takeover Regulations (published in terms of sections 120 and 223 of the Companies Act
and set out in Chapter 5 of the Companies Regulations, 2011) (the "Takeover
Regulations") and is regulated by the Takeover Regulation Panel, established in terms of
section 196 of the Companies Act ("Takeover Panel"). The Offer also constitutes an "offer"
as contemplated in section 1.15(c) of the JSE Listings Requirements. The salient terms of
and other information pertaining to the Scheme are set out below.
4.1.2. The Scheme Participants shall be the Eligible Shareholders , excluding (1) any party acting
in concert with the Offeror; and (2) any Shareholder that (i) has validly exercised its
appraisal rights in accordance with section 164(3) and section 164(5) to (8) of the
Companies Act; (ii) has not withdrawn its demand made in terms of section 164(5) to (8)
of the Companies Act; and (iii) has not allowed an offer made to it by Mahube in terms of
section 164(11) of the Companies Act to lapse (each such Shareholder a "Dissenting
Shareholder"),
(the "Scheme Participants").
4.1.3. The maximum number of Scheme Shares is expected to be 18,545,454 Shares.
4.2. The Scheme
In terms of the Scheme, each Eligible Shareholder shall be entitled to elect –
4.2.1. to dispose of all or some of their Scheme Shares ("Exit Election"), which Scheme Shares
in respect of which the Exit Election is made will, if the Scheme becomes unconditional, be
acquired by the Offeror as contemplated by section 114(1)(c) of the Companies Act; or
4.2.2. to retain all of their Scheme Shares post the implementation of the Scheme of Arrangement
("Continuation Election"), which Scheme Shares, in respect of which the Continuation
Election is made, will consequently not be acquired by the Offeror in terms of the Scheme,
with the default position being that if an Eligible Shareholder does not make a valid election/s
in respect of any of its Scheme Shares, it will be deemed to have elected the Exit Election
and such Shareholder's Shares will be acquired by the Offeror for the Scheme Consideration
in terms of the Scheme.
4.3. Scheme Consideration
4.3.1. The Scheme Consideration shall be a cash consideration of R5.50 per Scheme Share.
4.3.2. The Scheme Consideration assumes that -
4.3.2.1. there will be no changes to the existing number of Shares in issue between the date of
the Offer and the date of implementation of the Scheme; and
4.3.2.2. no further distributions will be declared in respect of the Shares until after the
implementation of the Proposed Transaction.
4.3.3. The Scheme Consideration will be settled by payment in cash to the Eligible Shareholders
which have made the Exit Election or which are deemed to have made the Exit Election
(each a "Scheme Participant") on the date on which the Scheme Consideration is to be
settled in accordance with the terms of the Scheme, in accordance with the settlement
procedures to be set out in the Circular (defined below), which settlement procedures shall
comply with the Financial Markets Act, No. 19 of 2012, as amended.
4.3.4. The Scheme will be subject to, inter alia, a suspensive condition that the aggregate amount
payable by the Offeror under the Scheme will not exceed R102 000 000 ("Maximum
Scheme Consideration").
4.3.5. The Scheme Consideration represents a premium of 30.64% to the closing share price of
R4.21 on 22 January 2025 and a premium of 32.31% to the 30-day volume weighted average
share price of the Company of R4.16 per share as at 22 January 2025, being the last
practicable date prior to the Offeror communicating its intention to launch the Proposed
Transaction to the Company.
4.3.6. The Scheme Consideration represents a premium of 61.29% to the closing share price of
R3.41 on 25 August 2025 and a premium of 54.06% to the 30-day volume weighted average
share price of the Company of R3.57 per share as at 25 August 2025, being the last
practicable date prior to the publication by the Company of a cautionary announcement in
respect of the Proposed Transaction.
4.4. Scheme Conditions
4.4.1. The implementation of the Scheme will be subject to the fulfilment or waiver, as applicable,
of each of the following suspensive conditions ("Scheme Conditions"), namely that by not
later than 17h00 on 30 April 2026 –
4.4.1.1. all Mahube Shareholder resolutions required in order to lawfully and competently
implement the Scheme (the "Requisite Resolutions"), including a special resolution of
the Mahube Shareholders in terms of section 115(2)(a) of the Companies Act (such
special resolution the "Scheme Resolution"), have been approved by the Mahube
Shareholders at the Scheme Meeting, and in the event -
4.4.1.1.1. of the provisions of section 115(2)(c) of the Companies Act becoming applicable -
4.4.1.1.1.1. by no later than 17h00 on the 40th Business Day after the Scheme Resolution
is adopted, (i) the High Court of South Africa approving the implementation of
the Scheme Resolution and no appeal or review is timeously lodged or, if
timeously lodged, the appeal or review is not successful; or (ii) the provisions
of section 115(2)(c) of the Companies Act cease to be applicable; and
4.4.1.1.1.2. if applicable, the Company not treating the Scheme Resolution as a nullity as
contemplated in section 115(5)(b) of the Companies Act; and
4.4.1.1.1.3. Mahube Shareholders exercising their Appraisal Rights (if any), either -
4.4.1.1.1.3.1. no Shareholder gives notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act, alternatively
Shareholders give notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and vote
against the Scheme Resolution at the Scheme Meeting, in respect of
5% (five percent) or less of all of the Shares in issue. Any notice of
objection given by a Shareholder which is subsequently withdrawn
before the Scheme Meeting will reduce the number of Shares in
respect of which notices of objection are given; or
4.4.1.1.1.3.2. if Shareholders give notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and vote
against the Scheme Resolution in respect of more than 5% (five
percent) of all of the Shares in issue, then, by the 30 th Business Day
following the Scheme Meeting, Dissenting Shareholders have not
exercised Appraisal Rights, by giving valid demands in terms of
sections 164(5) to 164(8) of the Companies Act, in respect of more
than 5% (five percent) of all the Shares in issue. Any demand made
in terms of sections 164(5) to 164(8) of the Companies Act which is
subsequently withdrawn by the 30th Business Day following the
Scheme Meeting will reduce the number of Shares in respect of which
Appraisal Rights are exercised. In the circumstances, this Scheme
Condition will not be considered to have failed until the 30th Business
Day following the Scheme Meeting, notwithstanding the fact that
Dissenting Shareholders may initially have exercised their Appraisal
Rights in respect of more than 5% (five percent) of all the Shares in
issue (excluding Treasury Shares) prior to such date;
4.4.1.2. to the extent required under section 115(3) of the Companies Act, approval of the
implementation of the Scheme Resolution by the Court is obtained and, if applicable,
Mahube not having treated the Scheme Resolution as a nullity (which it may not do unless
it is instructed to do so by the Offeror), as contemplated in section 115(5)(b) of the
Companies Act;
4.4.1.3. all regulatory consents (other than the approvals of the Competition Authorities as
contemplated in paragraph 4.4.1.6) have been obtained on an unconditional
basis or, to the extent that any such regulatory consents are subject to any obligation,
undertaking, condition or qualification, Mahube and/or the Offeror adversely affected by
the obligation, undertaking, condition or qualification confirms in writing to the other that
the condition is acceptable to it or them, which confirmation shall not be unreasonably
withheld or delayed;
4.4.1.4. the aggregate amount payable by the Offeror under the Scheme of Arrangement does
not exceed R102 000 000 ("Scheme Maximum Cash Condition");
4.4.1.5. the approval of the Financial Surveillance Department of the South African Reserve Bank
("SARB") has been obtained for the implementation of the Delisting;
4.4.1.6. to the extent required, the receipt of the unconditional approval of the Scheme in writing
by the relevant competition authority/ies ("Competition Authorities"), or if such approval
is conditional, such conditions being acceptable to those of Mahube, and the Offeror upon
whom they are imposed or upon whom they have an impact, which acceptance shall not
be unreasonably withheld or delayed;
4.4.1.7. the providers of debt funding to the Mahube Group (being Mahube and its subsidiaries
from time to time) ("Mahube Group") have, to the extent required, provided such
consents or approvals, in writing, as may be required under the relevant funding
agreements in order for the Scheme to be able to be effected without triggering any event
of default or other potential adverse consequence under the relevant agreements;
4.4.1.8. Mahube has procured that all third parties (including providers of debt funding to a
Mahube Group Company) have, to the extent required, provided such waivers, consents
and/or approvals, in writing, as may be required under any debt funding agreements in
order for the Scheme to be implemented without triggering any event of default, a
mandatory prepayment, or other potential adverse consequence under the relevant
agreements; and
4.4.1.9. Mahube has furnished the Offeror with an interim period confirmation certificate in terms
of the Implementation Agreement (pursuant to the interim conduct undertakings given by
Mahube to the Offeror as contemplated in paragraph 5.1), no later than 3 (three) Business
Days following the fulfilment or waiver of the last of the outstanding Scheme Conditions.
4.4.2. The Scheme Conditions set out in clauses 4.4.1.1.1.3.2, 4.4.1.7, 4.4.1.8 and 4.4.1.9 are
stipulated for the benefit of the Offeror and may be waived by the Offeror in its sole discretion
by notice in writing to the Company, subject to the Offeror obtaining the prior approval of the
Takeover Panel and/or the JSE (where required), prior to the expiry of the time period set
out in those respective clauses or such extended time period as may be agreed in writing
between the Parties in writing. A compliance certificate from the Takeover Panel, as required
by section 119(4)(b) of the Companies Act, is not a Scheme Condition. However, the
Proposed Transaction shall not be implemented until the Takeover Panel has issued this
certificate.
4.4.3. The remainder of the Scheme Conditions cannot be waived.
4.4.4. Unless all the Scheme Conditions have been fulfilled or, where possible, waived or relaxed
by not later than the relevant dates for fulfilment thereof as contemplated in paragraph 4.4.1
(or such later date or dates to which the fulfilment date/s may have been extended in terms
of paragraph 4.4.2) (each a "Scheme Fulfilment Date"), with effect from the first Scheme
Fulfilment Date on which a Scheme Condition is not duly fulfilled or waived, the Scheme shall
lapse and be of no further force and effect.
5. MATERIAL PROVISIONS OF THE IMPLEMENTATION AGREEMENT
5.1. Interim conduct undertakings
In terms of the Implementation Agreement, Mahube has provided certain interim period
undertakings to the Offeror that are appropriate for a transaction of the nature of the Proposed
Transaction, including that it shall not:
5.1.1. sell or otherwise alienate any material part of its business or any of its immovable assets;
5.1.2. sell or otherwise alienate any material asset; or
5.1.3. sell or otherwise alienate any of its material movable assets,
other than in the ordinary course of business
5.2. These will be included in the Scheme Circular.
5.3. Non-Solicitation and Exclusivity Provisions
In terms of the Implementation Agreement, Mahube has provided certain non-solicitation and
exclusive undertakings to the Offeror that the Parties consider appropriate in the
circumstances, being that the Company will not solicit, initiate or encourage any expression
of interest, enquiry, proposal or offer regarding any scheme of arrangement, merger,
amalgamation, business combination, takeover bid, general offer or partial general offer, sale
or other disposition of all or substantially all of the equity in and/or business and/or assets of
Mahube. However, to the extent an unsolicited offer is received from a third party, the
Company may engage in good faith with such third party, but undertakes to provide the Offeror
with advance written notice of its intention in that regard.
5.4. Break Fee
The Implementation Agreement includes a break fee of ZAR1,700,000 which will be payable
by the Offeror to Mahube which is triggered to the extent the Scheme Resolution is not
approved by or insufficient Continuation Elections are obtained from shareholders of the
Company.
6. DELISTING
Pursuant to the implementation of the Scheme, the listing of all the Mahube Shares on the Main
Board of the JSE will be terminated, in terms of paragraph 1.17(b) of the Listings Requirements
of the JSE.
7. FOREIGN SHAREHOLDERS
7.1. No action has been taken by the Offeror or the Company to obtain any approval, authorisation
or exemption to permit the Scheme or the possession or distribution of this Firm Intention
Announcement (or any other publicity material relating to the Scheme) in any jurisdictions
other than South Africa.
7.2. The Scheme is being conducted under the procedural requirements and disclosure standards
of South Africa which may be different from those applicable in other jurisdictions. The legal
implications of the Scheme on persons resident or located in jurisdictions outside of South
Africa may be affected by the laws of the relevant jurisdiction. Such persons should consult
their professional advisors and inform themselves about any applicable legal requirements,
which they are obligated to observe. It is the responsibility of any such persons participating
in the Scheme to satisfy themselves as to the full observance of the laws of the relevant
jurisdiction in connection therewith.
7.3. Foreign Shareholders should refer to and take into account the disclaimers set out at the end
of this Firm Intention Announcement and to be contained in the Circular in relation to those
jurisdictions.
8. EXCHANGE CONTROL
8.1. The Offeror and the Company will apply for the requisite exchange control approvals from the
Financial Surveillance Department for the Proposed Transaction.
8.2. Shareholders who are not resident in, or whose registered addresses are outside the
Common Monetary Area (being the countries comprising South Africa, the Republic of
Namibia and the Kingdoms of Eswatini and Lesotho), will need to comply with the Exchange
Control Regulations to be summarized in the Circular.
8.3. If Shareholders are in any doubt as to what action to take, they should consult their
professional advisors.
9. INDEPENDENT BOARD, INDEPENDENT EXPERT AND FAIR AND REASONABLE OPINION
9.1. As required in terms of the Takeover Regulations, the Board has constituted the Independent
Board for the purposes of, inter alia, considering the terms and conditions of each of the
Scheme and advising Shareholders thereon. The Independent Board comprises those
members of the Board identified in paragraph 1.6 above.
9.2. The Independent Board has appointed Merchantec Proprietary Limited as the independent
expert (the "Independent Expert"), in accordance with (i) section 114(2) of the Companies
Act and regulation 90 of the Takeover Regulations; and (ii) schedule 5 to the JSE Listings
Requirements, to provide it with external advice in relation to the Scheme, in the form of a fair
and reasonable opinion as required by and in compliance with section 114(3) of the
Companies Act, as read together with regulation 90(6) of the Takeover Regulations in respect
of the Scheme, and in terms of and in accordance with paragraph 1.15(d) of the JSE Listings
Requirements as read with Schedule 5 thereto (the "Independent Expert Report").
9.3. The full substance of the Independent Expert Report in respect of the Scheme, once
prepared, and final views and recommendations of the Independent Board will be included in
the Scheme Circular referred to in paragraph 13 below.
10. CONCERT PARTIES
10.1. SLIEP is deemed to be a concert party of the Offeror for purposes of the Proposed
Transaction, as SLIEP has in principle agreed to remain a Shareholder following the
implementation of the Proposed Transaction and, for the sake of completeness and
avoidance of doubt, has also waived any mandatory offer that might result from the
implementation of the Scheme of Arrangement.
10.2. Accordingly, SLIEP will be excluded from the quorum and voting on the Scheme Resolution
in terms of section 115(4) of the Companies Act.
11. CASH CONFIRMATION
In accordance with regulation 111(4) and regulation 111(5) of the Takeover Regulations, the
Offeror has provided an irrevocable unconditional bank guarantee, issued by ABSA Bank
Limited, to the Takeover Panel, which confirms that the Offeror will have sufficient cash
resources in terms of regulation 111 of the Companies Regulations to satisfy payment of the
maximum possible consideration in respect of the Scheme (i.e. the Maximum Scheme
Consideration).
12. SALIENT DATES AND TIMES
The salient dates and times of the Proposed Transaction will be announced on SENS when the
Circular is distributed.
13. DOCUMENTATION
13.1. Mahube and the Offeror will jointly issue a circular to Shareholders, containing full terms and
conditions of the Scheme and containing a notice to convene a general meeting of
Shareholders to consider and, if appropriate, approve the Scheme. The circular will further
include the Independent Expert Report, the opinion and recommendation of the Independent
Board and the pertinent dates relating to the Scheme and necessary forms to give effect to
the Scheme ("Scheme Circular").
13.2. The Scheme Circular is expected to be distributed to Mahube Shareholders within
20 Business Days after the date of this Firm Intention Announcement or such longer period
as may be allowed by the Takeover Panel. A copy of the Circular will also be available on
SENS and on Mahube's website (https://mahube.africa/) from the date of distribution.
13.3. A detailed timetable will be contained in the Circular and be announced on SENS, which will
detail the last dates to trade, record dates and other dates relevant to the Scheme Meeting
and implementation of the Scheme, including the date from which trading in Mahube Shares
will be suspended.
14. WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
Pursuant to the release of this Firm Intention Announcement, Shareholders are advised that
caution is no longer required to be exercised when dealing in Shares.
15. RESPONSIBILITY STATEMENT
15.1. Mahube
The Independent Board individually and collectively accepts full responsibility for the accuracy
of the information contained in this Firm Intention Announcement. In addition, the Independent
Board certifies that to the best of its knowledge and belief, the information contained in this
Firm Intention Announcement is true and, where appropriate, does not omit anything that is
likely to affect the importance of the information contained herein or which would make any
statement false or misleading, and that all reasonable enquiries to ascertain such information
have been made and this Firm Intention Announcement contains all information required by
law and the JSE Listings Requirements.
15.2. Offeror
The board of directors of the Offeror individually and collectively accepts full responsibility for
the accuracy of the information contained in this Firm Intention Announcement. In addition,
the board of directors of the Offeror (excluding members of its independent board of directors)
certifies that to the best of its knowledge and belief, the information contained in this Firm
Intention Announcement is true and, where appropriate, does not omit anything that is likely
to affect the importance of the information contained herein or which would make any
statement false or misleading, and that all reasonable enquiries to ascertain such information
have been made and this Firm Intention Announcement contains all information required by
law.
Sandton
9 December 2025
Transaction Advisor to the Offeror
PSG Capital
Legal Advisor to the Offeror
Cliffe Dekker Hofmeyr
Corporate Advisor and Sponsor to Mahube
Questco Corporate Advisory
Legal Advisor to Mahube
Werksmans Attorneys
Independent Expert
Merchantec Capital
Disclaimers
The release, publication or distribution of this Firm Intention Announcement in jurisdictions other than
South Africa may be restricted by law. The implementation of the Scheme may be affected by the
laws of the relevant Foreign Shareholders' jurisdictions. In this regard, Foreign Shareholders are
referred to the further details set out below.
Foreign Shareholders: General
No action has been taken by the Offeror or the Company to obtain any approval, authorisation or
exemption to permit the implementation of the Scheme or the possession or distribution of this Firm
Intention Announcement (or any other publicity material relating to the Scheme) in any jurisdictions
other than South Africa.
The Scheme is being conducted under the procedural requirements and disclosure standards of
South Africa which may be different from those applicable in other jurisdictions. The legal implications
of the Scheme on persons resident or located in jurisdictions outside of South Africa may be affected
by the laws of the relevant jurisdiction. Such persons should consult their professional advisors and
inform themselves about any applicable legal requirements, which they are obligated to observe. It
is the responsibility of any such persons participating in the Scheme to satisfy themselves as to the
full observance of the laws of the relevant jurisdiction in connection therewith.
Foreign Shareholders should refer to and take into account the disclaimers set out in this Firm
Intention Announcement and to be contained in the Circular in relation to those jurisdictions.
Foreign Shareholders should nevertheless consult their own professional advisors and satisfy
themselves as to the applicable legal requirements in their jurisdictions.
Notice to Foreign Shareholders located in the United States
This Firm Intention Announcement is not an offer of securities for sale in the United States of America
("US"). The Scheme Shares have not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act"), or with any Authority of any state or other jurisdiction
in the US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in
or into the US at any time except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and applicable state and other securities laws
of the US.
The Scheme Shares have not been and will not be listed on a US securities exchange or quoted on
any inter-dealer quotation system in the US. The Company does not intend to take any action to
facilitate a market in the Scheme Shares in the US. Consequently, it is unlikely that an active trading
market in the US will develop for the Shares.
The Scheme Shares have not been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the US or any other Authority in the US, nor have
any of the foregoing authorities passed comment on, or endorsed the merit of, the Scheme or the
accuracy or the adequacy of this Firm Intention Announcement or the information contained herein.
Any representation to the contrary is a criminal offence in the US.
Notice to Foreign Shareholders located in the European Economic Area ("EEA") and the
United Kingdom ("UK")
This Firm Intention Announcement is not a prospectus, for the purposes of the Prospectus Regulation
(EU) 2017/1129 or Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment
etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended, on the basis that the Scheme Shares are not being admitted to
trading on a regulated market situated or operating within the EEA or the UK, nor is there an offer to
the public in respect of the Scheme Shares in any member state of the EEA or in the UK. Accordingly,
any person making or intending to make any offer for the Scheme Shares should only do so in
circumstances in which no obligation arises for Offeror or the Company to produce a prospectus for
such offer. The Company has not authorised the making of any offer for Scheme Shares through any
financial intermediary.
Date: 09-12-2025 03:30:00
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